A French company can believe that a deal is settled when it receives a purchase order, starts production or sends its first invoice. The foreign customer may believe that a different set of purchasing terms controls the same relationship. This \u201cbattle of forms\u201d becomes dangerous when the documents allocate payment risk, delivery risk, liability caps, warranty periods, governing law or jurisdiction differently. A cross-border transaction also creates a practical evidence problem: the decisive version may be hidden in an email attachment, a procurement portal, a supplier account or the footer of an order acknowledgement.<\/p>\n
This guide addresses a business-to-business contract in which the French supplier and the foreign customer have exchanged quotations, purchase orders, order acknowledgements and general terms. It explains how French contract law identifies the agreement, how contradictory terms are treated, and how a company should preserve the evidence before accepting further orders. \u201cCGV\u201d means conditions g\u00e9n\u00e9rales de vente<\/em>, the French expression for the seller\u2019s general terms and conditions. The result is not determined by the document that has the most pages or by the terms printed on the last invoice. It is determined by offer, acceptance, knowledge, consent, the sequence of exchanges and the clauses that can be proved to have entered the contract.<\/p>\n The analysis below is especially useful for a foreign founder trading through a French company. It should be adapted where the customer is a consumer, a public body, a regulated purchaser or a party established in a country whose mandatory rules displace the selected law. For the wider formation and operating framework, see our guide to setting up a company in France<\/a>. Where the value of the order, the delivery risk or the jurisdiction clause is material, obtain a document-by-document review before performance creates an argument that the contract was accepted.<\/p>\n The first question is not \u201cwhich terms were sent last?\u201d It is \u201cwhat did each party propose, and what did the other party accept?\u201d Under Article 1113 of the French Civil Code<\/a>, \u201cLe contrat est form\u00e9 par la rencontre d’une offre et d’une acceptation par lesquelles les parties manifestent leur volont\u00e9 de s’engager.\u201d In English, a contract is formed when an offer and an acceptance meet and show that the parties intend to be bound. The order of documents therefore matters, but it matters as evidence of the parties\u2019 successive expressions of intent, not as an automatic \u201clast form wins\u201d rule.<\/p>\n A quotation can be an offer when it identifies the goods or services, quantity, price, delivery conditions and period for which the seller is bound. It can also be only an invitation to negotiate if essential terms remain open or if the document says that an order is subject to later written confirmation. A foreign customer\u2019s purchase order can then be the offer, particularly where it sets out a precise description, price, delivery date and its purchasing terms. In another relationship, the supplier\u2019s signed quotation may already be the offer and the purchase order may be an acceptance. The same label\u2014\u201cquotation\u201d, \u201cpurchase order\u201d or \u201corder confirmation\u201d\u2014does not decide the legal classification.<\/p>\n Article 1103 of the French Civil Code states that \u201cLes contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits.\u201d A contract lawfully formed binds the parties as their law. That principle, found in the official text of Article 1103<\/a>, makes the initial formation analysis commercially important. If a supplier begins a customised production run after accepting a detailed purchase order, the customer may argue that the order was accepted. If the supplier\u2019s acknowledgement expressly says \u201caccepted subject to our CGV\u201d and attaches those terms, the supplier has a stronger basis for saying that the acknowledgement defined the final agreement or at least proposed a counter-offer.<\/p>\n Acceptance may be written, electronic or inferred from conduct, but conduct must be read with the surrounding documents. Payment of a deposit, dispatch of goods, access to a software environment, delivery of a design or performance of a first milestone may demonstrate assent to some commercial terms. It does not automatically prove assent to every clause in an attachment that the recipient never received. Article 1120 of the French Civil Code<\/a> provides: \u201cLe silence ne vaut pas acceptation, \u00e0 moins qu’il n’en r\u00e9sulte autrement de la loi, des usages, des relations d’affaires ou de circonstances particuli\u00e8res.\u201d Silence is therefore not normally acceptance, although a course of dealing, trade usage or particular circumstances can change the assessment. A supplier should not describe silence as approval without identifying the fact that makes the exception applicable.<\/p>\n General terms become part of the contract only when they were brought to the other party\u2019s knowledge and accepted. The three paragraphs of Article 1119 of the French Civil Code<\/a> are central to a battle of forms:<\/p>\n \u00ab Les conditions g\u00e9n\u00e9rales invoqu\u00e9es par une partie n’ont effet \u00e0 l’\u00e9gard de l’autre que si elles ont \u00e9t\u00e9 port\u00e9es \u00e0 la connaissance de celle-ci et si elle les a accept\u00e9es. En cas de discordance entre des conditions g\u00e9n\u00e9rales invoqu\u00e9es par l’une et l’autre des parties, les clauses incompatibles sont sans effet. En cas de discordance entre des conditions g\u00e9n\u00e9rales et des conditions particuli\u00e8res, les secondes l’emportent sur les premi\u00e8res. \u00bb<\/p>\n<\/blockquote>\n The practical translation is threefold. First, a hyperlink that was inaccessible, a portal document that cannot be reproduced or a footer that was not visible may create a proof problem. Second, if both sides\u2019 general terms were presented and accepted but contain incompatible provisions, the conflicting provisions may both be ineffective rather than one automatically displacing the other. Third, a negotiated line in a quotation, purchase order or signed schedule generally has priority over inconsistent general terms. A company should therefore preserve the exact version of the order and the exact version of its CGV, not merely a current template.<\/p>\n French commercial law also gives the seller\u2019s CGV a defined role in negotiation. Article L. 441-1 of the French Commercial Code<\/a> provides that, when established, \u201celles constituent le socle unique de la n\u00e9gociation commerciale.\u201d The official wording makes the CGV the single basis of the commercial negotiation, but it does not make them automatically binding on a foreign customer. Communication, accessibility and acceptance remain necessary. The official business guidance on French general terms and conditions<\/a> likewise explains that the terms should be communicated and that the payment provisions should be visible. A sales team should send the terms with the quotation or order acknowledgement and identify the version by date or number.<\/p>\n A contract can also contain several layers of terms without every layer controlling every issue. A framework agreement may set the governing law and dispute forum; a statement of work may set the scope and price; a purchase order may set the delivery address; and an order acknowledgement may restate payment terms. The parties should include an order-of-precedence clause stating which document controls if the documents conflict. That clause itself must be communicated and accepted. It should distinguish negotiated commercial particulars from standard terms and specify whether a customer purchase order is accepted only for operational information or also as a contractual document.<\/p>\n The French supplier should build a timeline before taking a legal position. Record when the quotation was sent, which attachments were included, when the customer issued the purchase order, whether the order referred to online terms, whether the supplier acknowledged or rejected deviations, when the first performance occurred, which invoice was paid, and whether either side objected. A timeline often shows that the apparent conflict is limited: the customer may have accepted the price and scope while its liability cap, arbitration clause or payment period remained unaccepted. It can also show the opposite: the supplier may have used a standard acknowledgement that expressly accepted the customer\u2019s order \u201cwithout reservation.\u201d<\/p>\n Finally, check the parties and signing authority. The French entity should be identified by its legal name, registered office, registration number and, where useful, its Kbis<\/em>, the official extract showing its registration details. Since 1 January 2023, the Registre national des entreprises<\/em> (RNE, the French National Business Register) is operated through the INPI, the French Industrial Property Institute, and the INPI RNE information page<\/a> explains that the register centralises business registration data. This does not settle contractual consent, but it reduces disputes about which entity contracted. On the customer side, confirm the registered company name, country, registration identifier, purchasing entity and person authorised to bind it.<\/p>\n In a cross-border dispute, the most valuable evidence is often not the legal argument but a reproducible document trail. Preserve the original email files, not only PDFs printed later. Retain message headers, attachment names, dates, portal download logs, the URL used to display online terms, the terms\u2019 version number, the purchase order in its native format and the acknowledgement sent by the supplier. If an electronic signature platform was used, save the audit certificate and the completed document. If a customer clicked acceptance in a portal, preserve the screen or system record showing the text presented at that time. If terms were sent in a language different from the negotiated language, preserve the version that the customer actually received.<\/p>\n Article 1366 of the French Civil Code<\/a> states: \u201cL’\u00e9crit \u00e9lectronique a la m\u00eame force probante que l’\u00e9crit sur support papier, sous r\u00e9serve que puisse \u00eatre d\u00fbment identifi\u00e9e la personne dont il \u00e9mane et qu’il soit \u00e9tabli et conserv\u00e9 dans des conditions de nature \u00e0 en garantir l’int\u00e9grit\u00e9.\u201d An electronic record can therefore have the same evidential force as paper if the sender can be identified and the record is created and retained in conditions protecting its integrity. The wording does not mean that every email is automatically decisive. Authentication, completeness and reliable retention still matter.<\/p>\n For a signed agreement, also consider Article 1367 of the French Civil Code<\/a>, which defines a reliable electronic signature as one that identifies the signatory and expresses consent in conditions guaranteeing its connection with the document. In practice, a signature certificate is stronger than a scanned image of a signature pasted into a purchase order. A typed name may still be evidence, particularly when followed by performance, but its weight depends on the platform, the identity controls, the business relationship and the surrounding messages.<\/p>\n Review the acceptance wording line by line. \u201cWe acknowledge receipt of your purchase order\u201d is not the same as \u201cwe accept your purchase order.\u201d \u201cWe accept your purchase order subject to the attached terms\u201d may be a counter-offer if the supplier\u2019s terms materially change the deal. \u201cWe will start work while the contract is being finalised\u201d creates a risk that performance will be used to argue for acceptance of the customer\u2019s terms or for a contract on terms inferred from prior dealings. The operational team should have a short approved vocabulary for acknowledgements so that sales staff do not accidentally concede a liability cap, foreign forum or extended payment period.<\/p>\n Negotiated terms should be visible in the body of the order or in a signed schedule. A line stating the product, price, delivery date, payment milestone or acceptance test is easier to prove than a reference to an entire procurement manual. If the customer\u2019s purchase order says \u201call other terms are governed by our supplier conditions,\u201d ask for those conditions before accepting. If the French company cannot accept them, respond with a clear reservation and attach its own terms. The response should identify the provisions that are rejected, state which document controls, and request an express confirmation.<\/p>\n Invoices deserve careful treatment. A seller\u2019s invoice generally records a claim; it is not a reliable mechanism for adding new terms after the contract was formed. Sending an invoice that contains a jurisdiction clause for the first time may not prove that the buyer accepted that clause. The same concern applies to a delivery note, packing slip or post-performance web link. Those documents can corroborate delivery, quantity, price or a reservation, but they should not be the only evidence offered for a contested contractual term.<\/p>\n The sequence of the first transaction and later transactions should be separated. If the parties signed a framework agreement and then issued ten purchase orders, the framework may govern all orders unless a later document validly changes it. If every order was processed without objection under the customer\u2019s purchasing terms, the customer may argue for a course of dealing. Conversely, if the supplier returned an acknowledgement with its CGV each time and the customer paid without raising an objection, the supplier may rely on a pattern of acceptance\u2014although the result remains fact-sensitive. Never assume that a past invoice alone changes a negotiated framework agreement.<\/p>\n A useful internal evidence table has one row per disputed clause: payment deadline, late-payment rate, retention of title, delivery term, inspection period, warranty, limitation of liability, confidentiality, intellectual property, governing law, jurisdiction and termination. For each row, record the seller\u2019s version, the customer\u2019s version, the date each was sent, the document that contains it, the proof of receipt, the proof of assent and whether a later negotiated term overrides it. Mark the row \u201cunresolved\u201d when both general terms contain incompatible text. This prevents a team from telling a customer that every seller term applies when the law may neutralise the conflict.<\/p>\n French case law illustrates why exact wording matters. In Cass. com., 24 March 2015, no. 13-24.611<\/a>, the decision examined a signed order containing the wording \u201cbon pour accord\u201d and a reference to terms on the reverse, while also giving priority to precise order terms concerning the supplied goods. The lesson for a supplier is practical: a signed acknowledgement can make its terms opposable, but a specific description accepted in the order can still control over an inconsistent standard clause. Preserve the front and back of the document and do not crop the reference to the terms.<\/p>\n When a dispute starts, do not edit the old terms and resend them as if they were the terms in force. Archive the original, label any corrected version as a proposed amendment, and state whether future orders will be processed only under the new version. If the customer has already received goods, changing the template cannot retroactively cure a failure to communicate or obtain acceptance. A short written reservation before the next shipment may be more valuable than a long argument written after non-payment.<\/p>\n The best response to a battle of forms is contractual design before the first disputed order. The French company should use a short master agreement or a quotation with a clear hierarchy, then attach readable CGV. The document should say that the commercial particulars in the quotation or order acknowledgement prevail over standard terms, that the customer\u2019s purchase order is accepted only subject to the stated reservations, and that any customer terms apply only if expressly signed by an authorised representative. Avoid relying on a hidden clause that conflicts with the very document the customer is asked to sign.<\/p>\n Payment terms should be stated as an amount, currency, due date, invoice trigger, bank details and consequences of delay. For transactions governed by the French Commercial Code, Article L. 441-10<\/a> states that the agreed period cannot exceed sixty days after the invoice date and also addresses a forty-five-day end-of-month formula, late-payment penalties and the fixed recovery indemnity. The official Service-Public guidance on CGV<\/a> explains the same commercial payment framework for businesses. Do not write \u201cpayment within sixty days\u201d without saying whether the period runs from invoice date, delivery or the end of the month; ambiguity can create a cash-flow dispute even when the headline number looks compliant.<\/p>\n State the late-payment rate in a way that can be calculated. If the terms use a statutory or contractual rate, identify the reference and the date used for calculation. Include the fixed recovery indemnity where applicable and reserve the right to claim additional recovery costs when the law allows it. The customer\u2019s purchase order may contain a much lower penalty, a unilateral set-off right or a ninety-day payment period. If the supplier does not accept that risk, it should reject the provision expressly before dispatch. A finance team should not quietly extend credit while the legal team argues that the customer\u2019s term never entered the contract.<\/p>\n Delivery terms need equal precision. Identify whether the contract covers goods, services, software, installation or a mixed project. For goods, state the delivery point, transfer of risk, packaging, export or import responsibility and the applicable Incoterms rule and edition when the parties choose one. For services, define milestones, acceptance tests, deemed acceptance, customer dependencies and the date on which the invoice is issued. A foreign customer\u2019s standard terms may shift all transport risk to the seller or make payment conditional on its end-customer paying. If the French supplier did not price that risk, it should not accept it by silence.<\/p>\n Inspection and warranty clauses should be linked to evidence. Set a reasonable period for visible defects, describe the notice channel and require photographs, serial numbers or a technical report where appropriate. Distinguish visible non-conformity, hidden defect, late delivery and performance failure. Avoid a standard \u201cno claim after forty-eight hours\u201d clause if the customer\u2019s order contains a longer period and the supplier has not clearly rejected it. A specific negotiated acceptance procedure should be placed in the order or statement of work, because Article 1119 gives negotiated particulars priority over general terms.<\/p>\n Choose the governing law expressly and identify what the choice does not change. A clause stating \u201cFrench law applies\u201d usually selects the law governing contractual rights and obligations, but it does not erase mandatory rules of the country where a party, employee, consumer or regulated activity is protected. For an EU transaction, the parties should understand the Rome I Regulation<\/a> on the law applicable to contractual obligations. For an international sale of goods, decide whether the United Nations Convention on Contracts for the International Sale of Goods, commonly called the CISG, is intended to apply or be excluded. A bare reference to French law may not answer every question if the CISG applies as part of the selected legal framework.<\/p>\n Jurisdiction requires a separate check. A clause choosing Paris courts should identify the courts and the disputes covered, for example disputes arising out of the agreement, its interpretation, performance, termination or related orders. Under Article 48 of the French Code of Civil Procedure<\/a>, a jurisdiction clause between persons who contract as merchants is subject to strict conditions, including conspicuous presentation. The French supplier should not bury it in a web link or place it in small print after a signature block. Make it visually apparent in the document the customer accepts.<\/p>\n Three decisions show why the scope of the clause must be drafted rather than assumed. In Cass. 1re civ., 18 January 2017, no. 15-26.105<\/a>, the court considered a clause in which \u201cles parties se soumettent de fa\u00e7on irr\u00e9vocable \u00e0 la comp\u00e9tence exclusive des juridictions anglaises\u201d and assessed its breadth in relation to the dispute. In Cass. com., 21 June 2017, no. 16-11.828<\/a>, the issue included whether the agreed law and forum covered a dispute arising from the breakdown of an established business relationship. In Cass. com., 24 June 2020, no. 18-15.673<\/a>, the clause referred to \u201ctoute contestation relative \u00e0 l’interpr\u00e9tation et\/ou l’ex\u00e9cution des pr\u00e9sentes conventions.\u201d These exact formulations demonstrate the drafting point: expressly cover interpretation, performance, termination, restitution and non-contractual claims connected with the relationship if that is the intended scope.<\/p>\n If the customer is in another European Union Member State, check the Brussels I bis Regulation<\/a> before choosing a court. It governs, subject to its conditions and exclusions, jurisdiction and recognition and enforcement of judgments in civil and commercial matters within its field. A clause that names a court but does not satisfy the applicable international rules may fail when the dispute reaches the chosen court. If the customer is outside the European Union, examine the relevant treaty, local rules and enforcement prospects rather than treating the French clause as self-executing.<\/p>\n Arbitration should be intentional. A clause choosing arbitration needs a defined institution or procedure, seat, language, number of arbitrators and method of appointment. An arbitration clause in the customer\u2019s terms does not automatically become binding merely because the supplier knew that the terms existed. If arbitration is chosen in the master agreement, repeat the clause in the order or incorporate the master agreement clearly. If court proceedings are preferred, reject an arbitration clause expressly. The commercial team should understand that arbitration can protect neutrality and confidentiality but creates a different cost, evidence and interim-relief strategy.<\/p>\n Language is another risk-control measure. Provide the contract and CGV in the language used for negotiation, or state which language prevails. A translation can assist the customer while the signed French or English version controls, but the hierarchy must be explicit. Do not describe a French legal term without explaining it. For example, a mise en demeure<\/em> is a formal notice placing a debtor in default; a greffe<\/em> is the court registry office; a Kbis<\/em> is the official company registration extract. Clear definitions help a foreign procurement team understand what it is accepting and make later evidence less ambiguous.<\/p>\n Tax wording should be tailored to the actual supply. VAT means value-added tax; it is not enough to write \u201cVAT reverse charge\u201d on every cross-border invoice. The official French tax administration guidance on services supplied between taxable persons<\/a> distinguishes services supplied to taxable customers inside or outside the European Union and explains when a French VAT charge is not made, when the customer accounts for the tax and when a declaration may be required. Goods, services, digital supplies, installation work and property-related services can follow different place-of-supply rules. The contract should identify the customer\u2019s tax number, the party responsible for import taxes and the evidence required for the chosen treatment.<\/p>\n Before using the template, check that the French company\u2019s identity is current in the RNE and that its invoice details match the contract. A foreign customer may refuse payment because the invoice names a trading brand rather than the legal entity, uses an outdated address or omits its own tax number. Those are operational problems, but they can become legal arguments when the customer says it never contracted with the invoicing entity. The INPI and French tax sources should be used to verify formal details; the commercial agreement should state the contracting parties without shorthand.<\/p>\n Finally, consider security for payment. A deposit, milestone billing, bank guarantee, parent guarantee, escrow arrangement or retention of title can be appropriate depending on the transaction. Each security must be drafted for the applicable law and the customer\u2019s jurisdiction. Do not insert a retention-of-title clause after delivery and assume it will defeat insolvency rules. If the customer\u2019s terms make payment conditional on resale, credit approval or a third party\u2019s payment, price that condition or reject it. A short credit-limit policy, approved by a director, can prevent a sales employee from accepting an unlimited foreign-customer order on standard terms that were never reviewed.<\/p>\n When the conflict is discovered, the company should stop treating it as a formatting issue. Create a protected file containing the contract timeline, all versions, delivery evidence, invoice ledger, customer complaints, technical records, payment promises and authority documents. Preserve the state of any procurement portal. Ask the relevant employees for their original messages before they continue discussing legal conclusions with the customer. A factual chronology written at the beginning is more reliable than a reconstruction after several months of negotiation.<\/p>\n Next, separate undisputed performance from disputed terms. Confirm the goods or services delivered, price, quantities and due dates. Identify whether the customer disputes delivery, conformity, price, jurisdiction or only the payment period. Ask the customer to identify the exact clause on which it relies and attach the version it says it accepted. Do not send a generic response saying \u201cour terms apply\u201d if the company cannot show when and how those terms were accepted. A precise request for the customer\u2019s document can reveal that the alleged terms were never attached or that the relevant clause was added after the order.<\/p>\n Apply Article 1119 issue by issue. If the customer\u2019s order has a governing-law clause and the supplier\u2019s acknowledgement has a different one, determine whether each was communicated and accepted. If both were accepted and are incompatible, treat the law and forum as potentially unresolved until counsel assesses the full record. If a negotiated delivery date conflicts with a standard delivery window, the negotiated date is the stronger candidate. If one party\u2019s liability cap conflicts with the other party\u2019s exclusion of liability, the clauses may be ineffective rather than one automatically winning. This method avoids a false all-or-nothing conclusion.<\/p>\n Send a carefully drafted payment demand for an undisputed amount. The notice should identify the invoice, principal, contractual due date, interest calculation, fixed recovery indemnity where applicable and a payment deadline. It should reserve rights without overstating the contract. If the customer raises a genuine conformity objection, address it with delivery records and a technical response. If the customer merely repeats an incompatible purchase-order term, state the supplier\u2019s position and invite a short call to settle the prospective terms while preserving the claim for past invoices.<\/p>\n Remedies should be selected after classifying the breach. Article 1217 of the French Civil Code<\/a> lists the principal responses to non-performance: refusing or suspending performance, seeking specific performance, obtaining a price reduction, causing termination or claiming damages, subject to the applicable conditions. The supplier should not suspend every order automatically. Suspension can breach an accepted obligation if the customer had a valid defence, if the contract requires notice or if the suspension would endanger a critical project. Use a credit hold policy linked to overdue invoices, materiality and legal review.<\/p>\n Termination by notice is also formal. Article 1226 of the French Civil Code<\/a> begins: \u201cLe cr\u00e9ancier peut, \u00e0 ses risques et p\u00e9rils, r\u00e9soudre le contrat par voie de notification.\u201d A creditor can terminate by notice at its own risk, subject to the statutory conditions. The notice should describe the breach, refer to any contractual cure period, allow the required opportunity to cure and explain the effective date and consequences. A foreign customer\u2019s terms may impose a different notice process. If the supplier terminates too quickly, the customer may claim that the termination itself was wrongful.<\/p>\n Damages also require a reasoned calculation. Article 1231-1 of the French Civil Code<\/a> provides that the debtor may be ordered to pay damages for non-performance or delay, subject to the applicable rules. Quantify unpaid principal, contractual late charges, recovery costs, replacement costs, wasted production capacity and any lost margin with supporting records. A liability cap, exclusion clause or customer purchase-order term may limit the claim if it entered the contract. Do not present projected loss as accrued loss, and do not ignore mitigation steps that the customer will use as a defence.<\/p>\n If the customer is solvent but refuses to pay because it says its terms control, consider a negotiated amendment for future orders while expressly reserving the historic claim. The amendment should say which invoices it covers, whether it is a settlement, which party bears bank fees, whether a credit note is issued and whether the reservation ends on a specified date. Avoid an informal email that says \u201cwe accept your terms going forward\u201d without identifying the effective order. That sentence can be used to argue that it also accepted the customer\u2019s forum or liability clause for the existing dispute.<\/p>\n If litigation is necessary, choose the forum from the entire evidence file, not from the preferred clause alone. Confirm the customer\u2019s domicile, assets, place of performance, applicable international instrument and language of proceedings. A French judgment may need recognition and enforcement abroad; a judgment from the customer\u2019s country may be easier to enforce against local assets but less predictable for the supplier. A jurisdiction clause that is valid between merchants can still be challenged if it was not conspicuous, not accepted or too narrow for the claim. The decisions cited above show why \u201call disputes arising from or connected with the agreement\u201d should be considered when drafting, while avoiding wording that tries to capture unrelated disputes without a legal basis.<\/p>\n For an eligible cross-border civil or commercial money claim within the European Union, the European Order for Payment Regulation<\/a> may offer a procedural route. It is not a universal collection mechanism. Check whether the parties, claim, amount, opposition procedure and enforcement state fall within its scope, and remember that an opposition can move the dispute into ordinary proceedings. The company should prepare the contract, accepted order, invoice, delivery evidence, calculation and communications before filing. If the customer is outside the relevant framework or raises a serious contractual defence, another procedure may be more appropriate.<\/p>\n Interim protection may be relevant where there is a credible risk that assets will disappear or evidence will be altered, but it is highly fact-dependent. A company should not threaten an attachment, insolvency filing or criminal complaint simply to pressure payment. Such threats can damage the claim and the commercial relationship. Obtain advice on the competent court, security, proportionality and notice requirements. If the customer is approaching insolvency, coordinate commercial recovery with the insolvency timetable and verify where the customer\u2019s assets and registered seat are located.<\/p>\n Internal communication should follow the same discipline. Tell sales not to promise delivery, tell logistics not to change the delivery term on a new document and tell finance not to waive late fees without approval. Give the customer one written point of contact. Every new order should be reviewed against the approved hierarchy. If the French company\u2019s template has changed, label the new version, archive the old one and ask the customer to accept the new terms. A controlled template library is a legal safeguard because it makes the evidence reproducible months later.<\/p>\n A short decision tree is useful:<\/p>\n The point of the decision tree is not to replace legal analysis. It forces the business to answer the questions that determine cost and leverage. In many cases, a customer will pay once the supplier produces a coherent chronology, correct invoice, signed or accepted order, delivery proof and a defensible explanation of the disputed clause. In harder cases, the same file lets counsel act quickly without spending the first weeks searching for basic documents.<\/p>\n A foreign customer\u2019s purchase order does not automatically defeat a French company\u2019s conditions, and the seller\u2019s CGV do not automatically control merely because they were printed on an invoice. French law focuses on offer, acceptance, knowledge and consent. Article 1119 is particularly important: incompatible general terms may lose effect, while negotiated particulars can prevail. The company\u2019s strongest position comes from an explicit acknowledgement, readable terms, a document hierarchy, a conspicuous jurisdiction clause, a calculable payment provision and a complete electronic evidence trail.<\/p>\n Before the next shipment or milestone, identify the contracting entities, preserve the exact versions, reject unwanted customer terms, fix governing law and jurisdiction, and document the acceptance procedure. If a dispute has already arisen, isolate the undisputed debt, request the customer\u2019s relied-on terms, assess each conflict separately and choose a remedy only after checking the contract and the applicable cross-border rules. That approach protects the claim without claiming more than the evidence can support.<\/p>\n We offer a telephone consultation within 48 hours with a lawyer from our firm to assess the contractual conflict and identify the next practical step.<\/p>\n Call Ma\u00eetre Reda Kohen on +33 6 46 60 58 22<\/a> or use the Kohen Avocats contact form<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":" A practical guide for a French company facing conflicting purchase-order terms from a foreign customer: formation, French general terms, acceptance evidence, governing law, jurisdiction, payment and remedies.<\/p>\n","protected":false},"author":251031309,"featured_media":16417,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2112724","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nI. How should a French company identify the contract formed with a foreign customer?<\/h2>\n
A. Which document is the offer, the acceptance and the applicable general terms?<\/h3>\n
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B. How can the French company prove which version of the terms was accepted?<\/h3>\n
II. How should a French company secure payment and enforcement when the forms conflict?<\/h2>\n
A. Which payment, delivery, law and jurisdiction clauses should be fixed before performance?<\/h3>\n
B. What should the French company do when the customer relies on contradictory terms or refuses payment?<\/h3>\n
\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n